Max Steel: Family Origins
by agdoll95
Summary: A/U: Movie meets T.V series: gender-bender. Maxine McGrath has never been good at making friends. Ever since her father passed, she hasn't found it easy to get along with people. But maybe what she needs to fix that is to meet an ultralink that may hold some answers to questions she has had for a long time about her father. Question is, will they like what they find?
1. Chapter 1

Chapter 1

Maxine McGrath sat on the roof of her new house, looking out over the city where she was born. She was so little when they had left, she didn't even remember what the city was like. Copper Canyon seemed so small from their house just on the other side of the river. It seemed weird to move back to the desert after living by a beach for a few years. But she had to admit, it had its charms. Of course, what was really bugging her was the fact that they were moving back to the place where her dad died. Not she even knew much about what happened and it's not like she was going to get her mother or her Uncle Farris to tell her. She didn't have a lot memories about her father, but it was still hard on her to think that she was this close to her father but no closer to finding out what happened. She had been asking for answers for years ever since she was 13, but neither of them would even talk about her father other than what happened had been an accident. And that is what frustrated her the most.

She and her mother had just finished moving in the day before and now she was preparing to go to her new school the next day, and she wasn't sure if she could be excited. She didn't have that much to look forward to. She had never been good at making friends, she wasn't much of a people person.

"Max, dinner's ready." She heard her mother call. "So please get down from the roof."

Max sighed and climbed down the tree by the roof and joined her mother in the kitchen. As she sat down, she couldn't stop thinking about this new school she was going to. It may have been in the place where she was originally from, but it still felt no different from every other time she started at a new school. New people she didn't know, new courses to learn and, if this followed the usual pattern, another bully she was going to deal with.

"You excited about this new school honey?" Molly McGrath asked sitting in front of her daughter.

"Not really." Max answered fiddling with her food.

"Max, I know I've said it a lot before, but I promise, this time it's for real." Molly said staring at Max.

"Yeah, fresh start number 9."

"8, and this time, it's for good." Molly promised.

Max wanted to believe her, but she had moved them around so much all her life, she wasn't sure if she could. She didn't really say much the rest of dinner, and stayed pretty silent while she helped her mom with the dishes, until there was a knock at their door. Molly answered the door and sounded happy with who was on the other side.

"Max, you remember your uncle Farris, right?" Molly said coming back into the kitchen with her Uncle Farris right behind her.

"What's up kiddo?" Uncle Farris greeted.

Max smiled back for moment and said hello. She had to admit, she was pretty happy to see one familiar face. She had FaceTimed and Skyped with her Uncle Farris a lot all the time she and her mom were moving around. But it was good to see him person after all these years.

"So I hear you're starting out at your new school tomorrow." Max nodded. "You excited about that?"

"About as excited as I can get starting at another new school." Max answered.

"Well, if you want my advice kid, if want to make friends when you meet new people, open with a compliment and then, if possible, give them a good joke." Uncle Farris said sitting at the table.

"You know Max, it was your Uncle Forge and his friend Miles Dread that convinced me to move back to Copper Canyon." Molly said sitting down with Max.

"So, I have you to blame?" Max laughed.

"Yep, it's all my fault." Forge laughed back.

"Where is Miles?" Max asked.

"He couldn't make it tonight, things were really busy tonight over at N-Tech. He insisted that I come to see you both and welcome you back to Copper Canyon and he asked me to send you his regards." Forge answered.

"Well, when you see him, tell I said hello." Max answered getting up. "I'm going to bed, I gotta be ready for school tomorrow." She said waving good-bye to her uncle and heading upstairs.

When she got up to her room, she switched on the tv in her room and started changing into her night clothes. As she laid back in bed, she looked up at the ceiling and saw her old mobile her father had made for her and the stars he had painted on the ceiling. As she looked at it, she heard and felt a strange humming and saw her tv start to fritz. As she moved her hand to grab the remote, she could have sworn she saw the tv screen ripple with her movement. As she looked, and tried to turn it off, the remote fried and the tv fritzed out.

"Ah crud." Max groaned laying down.

She laid awake for a few more minutes but then she started to get tired and finally fell asleep. Next time she woke up, she heard her alarms blaring beep and slapped it off. But as soon as her hand hit the button, her clock popped like a firecracker.

"What the heck?" she said startled awake. "That's just great." She exclaimed throwing her hand in the air.

As she did so though, her hand started to glow blue. In a moment of panic, she flipped over and shoved her hand under her pillow. When she pulled it out again, the glow was gone, but she could still the vibrating surge that came with it.

"Hurry up sweet heart, or you'll miss the bus." She heard her mom call up to her.

Max quickly changed into a white t-shirt and a pair of jeans and then slipped her denim jacket, decorated with all kinds of pins, on and grabbed a piece of toast from the kitchen. "Have a good first day sweetie." Molly said kissing Max's cheek before she left.

"Thanks, love you Mom." Max said as she bolted out the door.

Max hopped on her bike and rode down the street to her bus stop. When she arrived, she locked her bike up to the bike rack and waited under the canopy. As she stood waiting, she could have sworn she heard some other kids snickering at her. As much as her common sense was telling her to ignore it, she couldn't resist turning her head to see who was laughing.

"Hey fresh meat, where'd get those clothes, Badnana Republic?" a girl in a cheerleader's uniform yelled to her.

"No, I just decided to wear something that didn't make me look like something the Jersey Shore chewed up and spit out." She shot back.

The cheerleader and her companions reeled back in disgust. "You better watch it newbie." She warned.

"Funny, I was about to tell you the same thing." Max answered.

"What a freak." The girl sneered to themselves as they walked off.

"Nice job standing up to the Terrible Threesome." Max heard a guy say from behind her.

She turned around and saw a guy with streaked blonde hair cut at mid-length down his neck, a little shagy, but Max had to admit, it made him look pretty cute, and brown eyes. He wore a red t-shirt tucked in his faded blue jeans, under a green button up with the sleeves rolled up to his elbows, and combat boots.

"No big deal." Max answered. "Let me guess, the queen bee, am I right?" she asked. Mr. Friendly nodded. "What's her name, Jewel, Gwen, Jessica?"

"Miranda, but everyone just calls her Mandy." He answered. "I'm Carter, by the way."

"Maxine, but people just call me Max." Max answered shaking his hand.

"Nice to meet you."

"Same to you."

Max then noticed another girl not far behind Carter. She wore light blue baggy jeans with holes in the knees and sandels, along with a faded green tunic topped off with a brown fringe vest that hung as long as the tunic. Her hair was a flaming red color and tied back in a messy pony-tail with a leather head-band wrapped around her head. She had a long chain around neck that hung a crystal.

"Your aura is a dazzling shade of electric blue, you have an amazing amount energy coming your way." She said taking Max's hand.

"Uh, thank you." Max answered.

"Sorry about that, this is Kendra." Carter introduced her.

"Max." Max introduced herself to Kendra.

"Our great earth mother smiles upon our meeting today." Kendra answered shaking Max's hand and then putting her crystal in it. "May she bless and watch over you this day."

Max took her hand back and looked at Carter. "You get used to it." He answered. "I've learned to just roll with it."

"Thanks." Max answered as the bus pulled up.

Max sat with Carter and Kendra close to the back and the three of them talked a lot on the way to school. By the time they arrived, Max felt a little more secure having met people who for once didn't want a piece of her for being the new girl. And if she was being honest, she thought maybe she had finally found some friends. As they walked up to the building, Max noticed Miranda with her friends by the door. Max tried the ignore her, but as she walked in the door, she felt someone trip her and she fell on top of Carter, spilling all their stuff everywhere.

"Oh, look the new girl's first hook up of the day." Miranda laughed as she and her friends walked away.

"I'm sorry." Max tried to apologize.

"Don't be, she does this a lot." Carter answered. "She likes being the center of attention, so when a new kid shows up, she shows them up." He explained helping Max get their stuff back together.

"The earth mother will not tolerate this. I swear one day, that negative energy bringer will face our mother earth's judgement." Kendra said handing Max her bag.

"Thanks guys." Max said as they started off for class.

School went on pretty smoothly the rest of the day. As Max left the building to wait for the bus, she saw Kendra being pushed around by Miranda and the other cheerleaders. They were tossing her crystal necklace above her head. Came to her aid and grabbed the necklace before another cheerleader could catch it.

"Seriously, I mean, I thought we were all supposed to be in high school now." Max said giving back to Kendra. "Or maybe your brains haven't caught up with your bodies yet."

Miranda scowled and she and her friends closed in on Max. "You know for cheerleaders, you're not very cheery." Max laughed as she took off running.

With each step, Max could feel herself getting faster until suddenly, she felt herself burst out at a speed that as far as she knew shouldn't have even been possible. When she finally stopped, she leaned against a light post for support, but the humming started again and the light popped just like her clock. When she looked, her hands were glowing again. She quickly kept running and until she was sure she had run all the way back to the bus stop and found her bike. She unlocked it and rode home. As she as she got home, she locked herself in her room and, after finding rubber gloves, she got on her laptop and started searching for anything that could tell her what was happening to her.

But all her searching brought no results. All she could figure was that this was definitely something she was going to have to keep from her mom and Uncle Farris. Max stayed quiet that night, she didn't really talk about her day with her mom over dinner other than saying her day was fine and how she had made two new friends. The rest of the night, she spent up in her room trying to figure out what was happening to her. When her mom if she was okay, all Max could say was that she was fine, just tired. When Max was finally alone, she heard her phone ring.

"Hello?" Max answered.

"Hey Max, it's Carter from school."

"Hey Carter." Max answered. "How did you get my number?"

"I didn't, I got your phone and you got mine." Carter answered. "Must have gotten mixed up this morning when you fell on me."

"Sorry about that."

"It's okay. How about we meet up and switch back?"

"Sounds great, see you at school tomorrow?"

"Actually, I'm gonna be at a dentist appointment tomorrow, wisdom teeth removal, but we could meet up another day." Carter explained. "You know the smoothie joint by the arcade?"

"I think I can find it."

"Great, I'll meet you there on Friday." Carter said hanging up.

Max almost laughed seeing that she and Carter had gotten their phones mixed up. But then she realized she was going to have to be careful. If her strange touch caused technology to overload and blow up, then she could not mess up Carter's phone. She kept the gloves on until she was ready to go to bed and carefully set Carter's phone down away from her so she wouldn't touch it in her sleep.

The next morning, she watched where she put her hands, although she wouldn't have minded fritzing out Miranda's phone, just to see her reaction. As the school day went on, she could feel an uncomfortable buildup of energy inside her and didn't know what to do about it. How could she let it out without anyone seeing or getting someone hurt or something broken? What was this energy and where was it coming from? How was she doing this and did she make it stop?

All of this rattled in her head as well as a high pitched whine that rang in her ears as she felt her head begin to throb. Finally, school ended and she sat out by the door waiting for the bus to take her home. She felt Carter's phone buzz and saw he texted.

'Hey, I got a text from your Mom saying that your Uncle wants you to meet him for a little uncle/niece bonding time at dinner.' It read. 'Said he would meet you at the Lava Grill.'

Max texted back. 'Thanks for telling me. Again sorry for taking your phone.'

'No sweat. Just don't lose it.' Crater replied. 'Have fun with your uncle tonight.'

'Will do. Thanks again.'

Max took the long walk to down town finding the Lava Grill. When she arrived, she found her uncle waiting for her at the entrance. He led her to their booth by the window at the back.

"You been behaving yourself at school?" he asked as their drinks arrived.

"As good as I can be." Max laughed. "Made two more friends than usual."

"Yeah, your mom told me about these new friends of yours. That Kendra kids seems like something else."

"Yeah, she is, but she's nice enough."

"Good to see that you're starting to open up to people."

"Feels good." Max answered sipping her root beer.

Max and Uncle Farris swapped chit chat for a while longer, but Max could feel the throbbing getting worst and the energy build up becoming unbearable. Finally, she excused herself to the bathroom. Inside, she splashed some water on her face and tried to breathe, but her head felt like it was going to explode and her body started to surge again. The lights started to flicker and finally the bulbs popped and the light went out. When she looked in the mirror, she saw her chest was glowing and she couldn't make it stop. She had to get out of there.

She ran back out and told her uncle she had to go. She listened as he called out to her but she kept running. She wasn't sure how long she kept going, but when she finally looked at where she was, she saw she was in the middle of the desert. She couldn't keep her mind focused, the energy was too much.

Max collapsed on the ground and felt the energy surging to the surface. In a moment of pain, she screamed. At that point, she blacked out. When she opened her eyes, she saw she was back in her room. Her body ached and her head was spinning. She wasn't sure what happened, but she was just happy to be home. When she sat up, she saw her sheets had been burned. As puzzled as she was, she was too groggy to care. She got up and went to the bathroom. As she looked in the mirror, she saw her shirt had burn marks too. When she went to pull it off, what she found made her gawk.

"What?" she gasped seeing the burn marks on her chest.

She pulled her shirt off completely and got a better look at the burn marks. They didn't seem too serious, but now that she had seen them, she felt the twinge of the burns. She opened the medicine cabinet and grabbed a bottle of pain pills. But she got the strange feeling that she was being watched. When she looked in the mirror again, what she saw caused her to lose her head.

"AHHHHHHHH!" She screamed jumping out of the bathroom. She slammed the door shut and grabbed her baseball bat.

In the moment she took her hand off the door, the thing she saw flew out the door and hovered close to her.

"No! Get back, stay away from me!" she screamed at it.

A small black orb in white armor looking shell with a single blue eye kept hovering and flying around her room like it was trying to get closer to her. The little orb had two arms with thumbs but no fingers, and little frill looking flaps on top.

"No! No!" she kept screaming. "What do you want with me?"

"Max." it answered quickly.

"What?" Max asked confused. "You just said my name, what are you are, how do you know my name?"

"Just put the weapon down Max, everything's okay."

"Oh crud you speak English." She gasped. "What are you? What are you doing here?"

"I am an Omega class Bio-parasitic unit. My matrix is designed to absorb and control my host's energy. I am here to protect you from whatever is trying to kill us."

"What am I supposed to call you?" Max asked still startled.

"I, I don't know, I think it was, it rhymed style… AXSTEEL…Steel, he called me Steel."

"What's that, who called you Steel?" Max asked confused.

"I don't know, I seem to have had some damage to my memory core, not sure what happened."

"That's helpful." Max groaned.

"Max, what's going on up there?" Max heard her mom coming. "Are you alright?"

"Oh crud, my mom's coming." Max gasped. "You gotta hide."

"Is my mom dangerous?" Steel asked charging up.

"No, just…" she stopped him and shoved him into her closet and opened the door before Molly could open the door.

"Sweetheart, what's going on up here?"

"Nothing, I just, I had a nightmare and fell out of bed." Max answered.

"Are you feeling alright? Forge said you just took off on him last night during dinner and you were out cold when I came home."

"I'm fine, I just, I had a stomach bug." Max quickly answered trying to keep her mom from coming into her room. "But I'm fine now."

"Well, if you're doing alright, you need to get ready for school. You've already missed the bus. You're really going to have to pedal if you're gonna make it to school on time." Molly said as she went back down stairs.

Max sighed in relief and shut her door. Steel barreled back out her closet. "Wow, you really need to clean that out." He said looking around. "Oh, I see it, I got it." He said crashing into her and clinging to her body.

Max pushed him off. "What did you do that for?" she yelled pulling on a shirt from her closet.

"There was a buildup of TURBO energy in your body, I absorbed it." Steel answered.

Max didn't know what to think about all this. All she could do was change her clothes and she put Steel in her backpack. She then ran out the door and rode her bike down the street as fast as the pedals would take her.

"Okay look, I'll take you back to where I found you and you call home or whatever it is you do."

"No, Max, you don't understand." Steel answered, his voice echoing in her head.

"Whoa, you're in my head." Max gasped.

"Max, you're going to be generating that TURBO energy the rest of your life and because I linked with you, that is the only thing that is keeping me alive." Steel explained.

"Well, can't you just break the link?" Max asked as she pedaled on.

"I can't, without your TURBO energy, I would starve to death after you explode. No, once linked, the effects are irreversible, as in unbreakable."

Hearing that made Max hit the breaks on her bike, stopping them with a jolt.

"What do you mean unbreakable? We talking like, 'til death do us part' unbreakable?" she asked feeling freaked out.

"Yep." Steel answered coming out of her backpack.

"So what, you did this to me?"

"No, you did this to me. Your TURBO energy reactivated me and right now, I'm the only one who can keep your energy from causing you to go critical."

"So, is this going to kill me?"

"Yes, if I'm not around." Steel answered.

Max laid her head on the handle bars. "That's just great." She groaned and rubbed her temples. "Look I don't have time for this right now, I gotta get to school." She said shoving Steel back in her backpack.

By the time she made it to the school building, it was just barely time for the class to start. She saw Carter and Kendra by the classroom door.

"Oh crud," Max said remembering Carter's phone.

She pulled it out and saw that it was fried. "Oh man, Carter's going to kill me."

"Who is this Carter fellow and why would he want you dead?" she heard Steel ask through her mind.

"I kind of destroyed his phone."

"May I see the device?" she heard him ask but didn't pay much attention.

"I really messed this up." She muttered to herself.

"May I see the device!" she heard Steel yell in her head.

"Not so loud." She hissed. "Here you go." She said dropping the phone in her backpack.

Max saw Carter and Kendra coming and she felt her heart start to race. Out of nowhere, the phone popped out of her backpack and into her hands, fixed and good as new. Max had to admit, she was impressed.

"Hey Max." Carter said as they came up. "You remembered to bring my phone."

"Yeah, but I thought you were out for mouth surgery." Max answered handing him his phone as Carter handed her hers.

"Yeah, well the doctor had to reschedule. Family emergency. But I'm glad he did." Carter answered. "I finally got my phone back."

"Yeah, me too."

"Max, are you okay?" Kendra asked staring at her.

"Yeah, why?" Max asked feeling uncomfortable.

"Your aura is pulsing with anxiety. You have had some really big changes in your life happen, haven't you?" Kendra asked putting her hand on Max's heart.

"If I say yes, will you please take your hand off my chest." Max said feeling very uncomfortable.

"Poor thing, your scared and confused."

"Uh what?"

"It's all over your aura."

"Uh, that's great, but maybe we should get to class." Max said moving Kendra's hand from her chest.

"That girl has clearly caused a lot of problems for you." She could hear Steel say. "Maybe we should kill her."

"No!" Max hissed. "She's not dangerous, and neither is Carter. She's just a little strange." Max said as she sat down.

As algebra carried on, Max kept having to remind Steel to be quiet. "The equations are a lie, this human doesn't know what she's talking about. Don't listen to her." He muttered to her. Max nudged her backpack to tell him to be quiet.

She saw Carter looking at her. "I left my iPod on." She lied.

"No you did not, don't lie to him." Max kicked her backpack again.

"Listen, you're gotta be quiet." She hissed through their link. "If anyone sees you, I don't even want to think about what they'll do to you or to me." She warned him.

"Message received, silent treatment now."

Max groaned but was relieved when he stopped talking. Finally, school was over for the day, but Max still had a lot on her mind. For starters, this whole thing about being linked to Steel and him being the only thing that was keeping her from exploding. And having to keep it a secret from her mother, her uncle, and her friends. And to top it off, all this about her having this TURBO energy that Steel was talking about, and how he was supposed to be protecting her. Where did her TURBO energy come from, and why was Steel the only one who could keep her from going critical? All of this was starting to make her head spin.

Before Max could leave the building though, Carter stopped her. "Hey, I'm sorry for not telling about my appointment changing. I forgot you and I were supposed to meet up and switch back phones."

"Hey, no worries." Max answered.

"But hey, could we meet at that smoothie place I told you about another time?" Carter asked. "Say tonight at 8?"

Max felt her heart rush. "Yeah, that would be awesome. I would love to."

"Bad idea, really bad idea." She heard Steel say.

"Would you stay out of it?" Max hissed.

"What?" Carter asked.

"Nothing. So, see you tonight?" Max answered.

"See you tonight." Carter answered walking away.

Max watched Carter walk away, and would have probably stayed longer if she didn't feel Steel start to squirm in her backpack. She grabbed it tighter close to her and then ran under the bleachers by the football field.

"Max, that human clearly has set some kind of mind control virus on you." Steel said once he was out.

"Maybe you should just stay quiet when I tell you you need to be quiet." Max snapped back.

"See, he has made you angry."

"He's not dangerous, he's just a…" Max tried to say but she found she couldn't finish.

She wasn't sure what she thought of Carter as. Sure he was cute, and he had just asked her out, but at this point, she thought that they were still in the 'friend' zone.

"He's a what?"

"He's a friend." Max answered. "And you need to learn to keep quiet. I don't want anyone finding out about you."

"Because of the 'I don't want to think about what might happen' bad stuff you think will happen."

"Yes."

"Well, if you're so worried, maybe we could ask your mother for help. You claim she's an ally."

"No, no I can't come to her about this." Max answered. "There's no way she would even, I don't know."

She suddenly felt Steel latch onto her leg. "Will you cut that out?" she said shaking him off.

"No, I will not cut it out." Steel answered. "Whenever you get worked up, you generate energy. Clearly your mother triggers a lot of anger in you."

"No, it's just, I don't know. She is always saying that she wants me to know my dad, but she won't talk about him. She won't tell me where he was from, about his family, what he did for work, or even," she breathed feeling her eyes getting wet. "how he died. I've tried asking my uncle about him but he's just like Mom. I don't even remember what he looked like, I just wish," she paused and looked at Steel. "Why am I telling you this?"

"Because I'm here for you Max, which means you can talk to me about anything." Steel answered as Max sat down and rubbed her eyes.

"I just wish I could remember something, anything about him. Even if it was just what his laugh sounded like." Max continued. "But even though I don't remember, I still miss him."

"I understand." Steel answered. Max saw him looking pretty emotional. "I don't even remember where my home is, but I still miss it."

"I'm sorry." Max answered. "But hey, if you could just remember anything from before, it might help both of us. Just try not to force it."

"You're right, you're right. We should get back, your mom might be home soon."

"Yeah." Max said picking up her backpack and let Steel settle inside.

She found her bike and made the long bike ride home. By the time she got home, her mom was just pulling up in the drive way. She raced inside and hid Steel in her room.

"Stay here and stay quiet." Max said at the door. "I'll be back in a minute."

She raced downstairs and met her mom, but was surprised to see her uncle Farris there too.

"Uncle Farris, what are you doing here?"

"There was a break in at N-Tech yesterday and whatever was taken, we traced here." He answered.

"What, if you think that I…"

"Easy kiddo, I'm not saying you did, but I still need to find what was taken." Uncle Farris stopped her.

"Well, if I'm not in trouble, I'll be up in my room. I need to get ready for my date tonight. So, yeah, please just privacy please." Max said feeling her heart racing as she slowly made her way up the stairs to her room.

"Uh, Max…" Molly tried to stop her but Max was already shutting her door.

"Steel, you gotta hide. My Uncle Farris is here and if he finds you here, oh crud." Max said in a panic. She suddenly felt Steel latch onto her body again, knocking her down. "Are you going to ever quit that?"

"Nah, probably gonna keep doing it." Steel answered. "Now, what about…"

"No time to explain, just hide in my backpack. I need to get changed and head out to meet Carter. And since it seems that I can't leave you here, you'll be coming with me." She said pulling her shirt off and switching it out for one of her nicer blouses, a white blouse with violet roses all over it. She then changed her baggy jeans for a pair of her denim skirt that met just above her knees. Shaking off her tennis shoes, she put on a pair of black ballet flats that tied around her ankles. She then quickly brushed her neck length brown hair and put on a bit of make up so that she didn't look like such a mess. She chose a violet headband to keep her hair back and then she evaluated herself in the mirror. She wasn't dressed for a date with the president or anything, but she seemed descent enough for a date with a friend.

Once she was ready, she grabbed her backpack and rushed out the door before her mom or uncle could stop her. She grabbed her bike and pedaled off. When she made it into town, she locked her bike up on the first bike rack she saw and then walked the rest of the way. She found the arcade and saw Carter waiting for her outside the smoothie joint.

"Wow, you clean up nice." He said seeing her.

"Thank you." Max said feeling herself blush. "You look nice too." She said seeing his white t shirt under an electric blue blazer.

"Shall we?" he said offering his arm.

"We shall." She answered taking it and he led her inside.

They took their seat by the smoothie bar and ordered their food. As they talked, Max noticed she started to feel the surge again, and she began pleading that it would stop.

"You gotta calm down." She could hear Steel tell her.

"Hey, you okay?" She heard Carter ask.

"Yeah, why?" Max answered.

"Well, you just seem a little tense. Was this a little…."

"No, it's not this." Max stopped him. "It's just this whole thing about moving here after all this time. I was born here, but I don't feel like I'm home. We moved around a lot when I was a kid. I can't even remember the last time I was able to hang out with any friends like we are now." Max answered.

"Well hey, even if you do move, we can still be friends." Carter said taking her hand. "But if you want, we can…" he started to say but then trailed off as he started to lean in toward her.

Max didn't say another word as she caught herself leaning in to meet him, but their lips never met. Max suddenly felt the shop shake. Carter seemed to feel it too. They ran out the shop and saw a giant rock monster tearing up down town.

"We gotta run." Carter said.

"Max?" Max heard her mother call her.

"Mom, Uncle Farris?" she said seeing her mother and her uncle there too.

"What are you doing here?" all three of them said in unison.

"Max?" Carter said.

"You go on, I need to stay with my family." Max said.

Carter took off and Max and ran with her mom and her uncle for her uncle's car. Feeling her backpack beat against her, she tried to keep it from opening. Now she really didn't want her mom or uncle seeing Steel. Not with that monster chasing them.

"Forge Farris, why are there Elementors chasing my daughter?" Molly demanded.

"Ele, what now?" Max said confused.

"Elementors, Max. They are ultralinks that can manipulate and control the elements." She heard Steel answer.

"Max, what was that?" Uncle Farris asked.

"Nothing, just uh.

"Maxine McGrath, you better tell me what is going on right now." Molly demanded.

"I don't know, I don't know what's going on!" Max yelled.

Suddenly, the car jolted and Max dropped her backpack and Steel fell out. Molly and Uncle Farris seemed greatly surprised to see him.

"Steel, what are you doing here?" Uncle Farris asked.

"Wait you know him?" Max asked shocked.

"You know me?" Steel asked equally surprised.

But no one was able to explain anything with the Earth Elementor hot on their tails.

"Max, we need to link up." Steel told her.

"What?"

"Just trust me." Steel said latching on to her and seeming to suddenly warp around her body, coating her in a suit of armor.

"Steel, what did you…"

"No time for that now." Steel answered. "Listen, I can help you. My knowledge of battle strategy and your power will help us take that Elementor down."

"What, are you nuts?" Max yelled. "I can't fight that thing."

"Not alone, but trust me, we can do it together." Steel said.

Max wasn't sure what to do at this point, but with no other options, she let Steel take the wheel. Steel talked her through what to do and them seemed to be holding their ground pretty well, until they saw Fire Elementor about to barbeque her mother and uncle.

"No!"

"Max, throw me."

"What?"

She felt Steel lock her armor as he let go of her. "Throw me, a concentrated blast should be enough to snuff that hot head's flame."

Max wasn't sure what he was talking about, but she did as she was told. Charging up her powers through Steel, she let him go as he made contact with the fire monster. In a blinding flash, the fire was out and the monster collapsed. Max was ready to breathe with relief until she felt something tackle her from behind.

"Too small, too weak, too bad." Earth Elementor growled tossing her around like a rag doll before knocking her lights out.

Max wasn't sure how long she had been out, but when she opened her eyes again, she found she was still in the armor Steel locked her in, but she couldn't move. She tried to move her hands, but they were strapped down.

"Oh good, you're awake." She heard a familiar voice speak to her.

She turned her head and saw someone she hadn't seen in a long time, but after seeing him now, she wished she hadn't. Miles Dread, only he didn't seem like he did the last time she spoke to him. He almost seemed sick, like he was dying. And he wasn't dressed like she thought someone working with her uncle Farris at N-Tech would. He was also wearing armor, like she was, but his seemed designed for something else, and she was afraid she was about to find out what.

"What do you want from me?" she snapped at him.

"Oh my, you do have a lot of fire in you, just like an old friend of mine." Miles smiled. "Yes, you do remind me so much of him. But you're here because I heard you're special, that you are, literally, flowing with specialness. And that, my dear, is why you and I are going to be good friends."

"With a friend like you, who needs enemies?" Max snapped.

"Oh, don't worry, we're going to get along just fine." Dread said raising a claw to her chest. Max suddenly felt her TURBO energy rapidly draining. "Mostly me, thanks to you, my new best friend."

Max started to lose consciousness when Dread finally stopped. "Yes, thanks to you, Miles Dread will be a powerful man, once more." That was the last thing she heard before she blacked out.

The last thing she remembered thinking was, 'Steel, where are you? I need you.' Then she lost consciousness all together, feeling scared and alone.


	2. Chapter 2

Chapter 2

Steel wasn't sure how long he was out, but the first thing he heard when he came to was, 'Steel, where are you? I need you.'

"Max?" he said looking around for her.

"Steel, where's Max?" he heard Molly ask.

"I don't know, I thought she was, she was supposed to be,"

"Look, Molly, don't worry. We'll find her." Forge said calming Molly down. "Right now I'm curious as to how you're still alive." He said turning to Steel.

"What do you mean?" Steel asked.

"We can talk on the way." Forge said as they got back to the car. "I guess a good place to start would be, how are you still alive Steel?"

"Still alive?" Steel asked.

"We all thought that after the accident you were, with Jim." Molly answered.

"I would answer, but I seem to have a bit of a memory lapse before linking up with Max." Steel answered.

"Unfortunate, but we can figure that out later. Right now, we need to find out where those Elementors have taken her." Forge said as they drove to N-Tech.

By the time they arrived, Steel could feel Max's vitals spiking again. It didn't feel like they would if she was moving, so she had to be afraid of something or someone. Steel followed Forge and Molly through N-Tech. Even though he had no memories of the place, it all still felt somehow familiar. Steel followed them to the lower levels of N-Tech where all the soldiers and weapons were. Forge and Molly led Steel to the war room where they started talking about where the Elementors might have taken Max. Thankfully, Earth Elementors were not very fast and they figured out the area where Max would be.

"Trans-Human Industries." Forge said seeing the center of the general area. Molly came back into the room with Berto. "Any sign of Miles?"

"No, we looked all over for him, he's just not here." Berto answered. "But those files that Molly got from THI, priceless. Look," Berto said pulling up the schematics they had downloaded. "This place is like a fortress, I'm surprised you were able to get in or out of there Molly."

"They weren't expecting company."

"They will be now. And without Mile's help, we won't be able to shut their security systems down." Forge said looking at the building.

"But, there still might be a way." Berto said zooming in on the upper levels. "There's a maintance duct between levels 57 and 58. Too small for a person,"

"But not too small for me." Steel finished.

"Okay, so we go in, low and close, and Steel goes up and goes in to find Max." Forge said. "Jefferson, you and Kat scramble the fighter jets and keep an eye out for those Elementors."

"You got it commander." Jefferson said as he and Kat left.

As they arrived at THI, Steel could feel his TURBO reserves dwindling. Hopefully, they could find Max before he ran out. Finally, they arrived at THI and Steel took off for the maintance duct. Once in, he started searching for Max. But per instructions, he kept his communication channel open.

"How we doing on time?" he heard Molly ask.

"32 minutes, it's gonna be close." Forge answered.

"Huh?" Jefferson asked.

"Max and Steel are linked, they can only be apart for 8 hours." Forge explained. "Any longer and Max goes critical with TURBO energy."

"Actually, I'm picking up Max's TURBO energy now, and she not in danger of overloading." Steel answered. "In fact, her energy levels are rather low. And unfortunately, so are mine." Steel said feeling his energy levels dwindling faster.

"That's the other problem, if Max and Steel can't link up in 8 eight hours, Steel will shut down permanently."

Steel tried not to think about it. He had to find Max. Finally, he heard her cries coming from the floor just above him. Found her. He burst through the floor seeing her tied down on a table.

"Release the girl, or else." He demanded.

"Or you'll do what?" the man in a mask laughed.

Steel lasered the rafters above them and brought it down on the man and zoomed over to Max.

"Oh, am I glad to see you." Max said as Steel zapped her free.

"Me too, now we need to,"

"Duck!" Max said bringing herself down over Steel to dodge the rafter their opponent threw at them.

"You're not going anywhere my dear." He said stalking toward them. "I told you, you belong to me now."

Max was able to dodge his blasts, but Steel was having a bit difficulty being low on energy.

"Sorry, running on fumes here." He said as Max picked him up.

"Then here." Max said letting Steel latch onto her again, back in the armor's chest plate. "Better?"

"Much better." Steel answered. "Now, maybe we should get out of here."

"Yeah, no kidding." Max answered trying to stay out of dark man's reach. "Any ideas how?"

"Why don't we use flight mode?"

"We have a flight mode?" Max asked confused. In answer to her question, Steel reconfigured their armor to flight mode. "Sweet." Max said giving them the take off.

They had just barely made it through the roof when they felt someone grab their leg. It was the guy who was trying to kill them. With a reach of his claw, he started siphoning their energy.

"Steel, that pulse thing you did earlier, can we do it again?" Max said trying to shake him off.

"Possibly." Steel answered.

Steel felt Max focus her energy and then he let it burst, freeing them from his hold and giving them a chance to put some distance between them and him.

"Who was that?" Steel said as they stopped to catch their breath and think.

"That was someone I thought was a friend. Miles Dread." Max answered.

"That's not possible." They heard Forge call in.

"Uncle Farris?" Max asked surprised.

"Right, forgot to mention, your mother and Forge have been listening in this whole time." Steel answered.

"Sweetheart, are you saying Miles has been behind this?" Molly asked worried.

"I wish I could say no, but yes, yes he is." Max answered.

"Then that means the head of Trans-Human industries has been right under our noses this whole time." Forge said sounding betrayed. "And he must have been planning this for a long time, he just couldn't do anything until Max started showing signs of generating TURBO energy."

"And he got that sign when Steel woke up." Molly finished.

"That's not even the worst part," Max said sounding upset. "He says he's behind what happened to Dad. He said he caused the accident that killed him."

"That traitor, I always knew there was something wrong with what he said happened that day." Forge growled. "Max, can you find us?"

"I think so, but my energy's really low right now." Max answered.

Before she could get up, Dread ambushed them from behind and started syphoning their energy again. Max was able to push him off and they took shelter behind a chimney stack.

"Steel, what do we do?" Max asked breathing hard.

"Max, I remember something." Steel said as the memory flashed through both their minds.

 _Steel was floating with Jim McGrath through-Tech's halls. He heard a small child laughing. He saw baby Max in her mother's arms following Jim._

 _"_ _She really likes you Steel." Molly smiled as Max reached for Steel._

 _"_ _She is adorable, just like her mother." Jim said letting Max wrap her hand around his finger._

 _"_ _But what will she be?" Molly asked._

 _"_ _She'll be whatever she wants to be." Jim answered handing Molly a stone on a chain and then leaning down and kissing Max on her head. Suddenly, the alarms started to go off. "Molly, take Max into the bunker and don't come out until it's safe."_

 _"_ _Jim," Molly pleaded._

 _"_ _Don't worry, we'll be okay." Jim said._

 _He kissed Molly and then he and Steel started off for the TURBO Star chamber. On their way there, they met up with Miles._

 _"_ _Steel and I have seen this before, it's a scouting party." Jim explained as he got ready to use the TURBO Star._

 _"_ _How many?" Miles asked._

 _"_ _Six, if we're lucky." He answered. "With Forge not here, Miles, I'm gonna need you to fire the TURBO Star once we have it ready."_

 _"_ _Are you sure you're ready for this?"_

 _"_ _We're ready, it'll work, it has to." Jim answered._

 _"_ _Storms' are getting closer, 2 tornadoes touched down just outside Copper Canyon." Steel said as they readied._

 _"_ _Alright, Steel will hold them off while I power the core. When they're within range, Miles, fire the TURBO Star." Jim instructed._

 _Steel watched for any signs of their enemies' approach. "Outer shields are down, but the base is holding." Steel said seeing the shields failing._

 _"_ _What's going on?" Jim asked powering the core._

 _"_ _I don't know, someone lowered the defenses." Steel answered._

 _Suddenly the walls started to cave. Steel heard Jim call for him before he blacked out momentarily. When he came to, he saw Miles holding the claw and there were two ultralinks behind him. Miles picked him up and placed him in the core with Jim. His hearing was catching up, but he did hear Jim yelling._

 _"_ _You're working with them?" Jim gasped. "Miles what have you done? You've altered the power core."_

 _"_ _It's a simple deal, I eliminate you, give them your energy, and I gain control of what will be left of the Earth." Miles said._

 _"_ _I trusted you." Jim growled._

 _"_ _No! You trusted him!" Miles yelled back. "And now, I am going to drain you of every ounce of TURBO energy that you have."_

 _The power core started siphoning Jim's TURBO energy. "Jim! I can get you out. Just hang in there."_

 _"_ _No, Steel, listen to me." Jim stopped him. "I'm going to overload the core. If you go into stasis, you'll survive the blast."_

 _"_ _No." Steel pleaded._

 _"_ _When you wake up, get to Max." Jim told him. "Protect her, she's the only thing that matters."_

 _"_ _Jim, no." Steel pleaded. "Jim!"_

 _Suddenly, there was the blast and then nothing._

Max was breathing heavily. "What was,"

"I saw it too. That was your father, from my memories."

"You worked with my father, you knew him."

"I guess I did." Steel said realizing what this must mean to Max.

"We're not running." Max said. "But we need a plan."

"Come on out little girl." They heard Dread calling them. "You can't hide forever."

Max peeked around the corner and saw Dread coming for them. "Steel, what happens if I generate too much TURBO energy?"

"Uh, you go boom." Steel answered.

"Well, what happens when greedy over there eats too much TURBO energy?" Max asked hinting on her plan.

"Ah, a thirsty man is prone to drowning. Pretty smart." Steel said agreeing with her plan.

"Steel, will we survive?" Max asked sounding worried.

"I don't know." Steel answered sounding just as concerned.

Dread was getting closer. "Let's do this." Max said trying to sound confident. "You with me partner?"

"I'm with you Max."

"I'm not running." Max yelled at Dread. "What do you say we hug this out?" she said charging him and then taking to the skies.

"Haven't you learned, you can't hurt me." Dread laughed. "Whatever you do only feeds me, makes me stronger."

Steel felt Max generating more TURBO. "Steel, now! Dampeners off!"

"You got it!" Steel shut off the dampeners and Max's TURBO energy spiked out of control.

"Foolish girl, you're only giving me what I want." Dread bragged.

"You sure?" Max snickered. "Because when I have too much energy, I kind of explode."

Dread seemed to get what she saying. "And Miles, Jim McGrath sends his regards." Dread started to panic and try to get loose from them, but he was overloading with Max's TURBO energy.

A moment later, Max overloaded and her explosion was blinding. The next thing either of them knew, they were waking up at N-Tech.

"Steel," he could hear Max calling him weakly. "Come on buddy, you gotta be okay."

Steel finally opened his eye. "Owwwwww." He groaned feeling all that from earlier coming back at him.

"Thank goodness. I thought I lost you." Max said sitting up to look at him.

"See Max, we have fun together." Steel said facing him.

"I'm just glad that you're okay." Max said as he floated over to her.

"Max, Steel!" they heard Molly cry out as she came in. "I was so worried."

"Nice to see you again Molly." Steel answered.

"Mom, I know what happened to Dad, we both do." Max said hugging her mom.

"Max and I shared a memory during our battle with Dread." Steel explained. "It was Dread, when N-Tech was attacked that day, Dread lowered the defenses and altered the power core Jim had created. He was working with the ultralinks the whole time. He had planned to drain Jim of his energy and use that to help the ultralinks destroy the earth. Jim overloaded the power core to stop him. I went into stasis and Jim asked me, when I woke up, to find Max and protect her."

"That does sound like Jim. Brave, and loyal to the end." Molly answered wiping her eyes.

"I'm just sorry I couldn't save Jim, Molly. I wanted to, believe me, I did. But he said that Max was the only thing that mattered."

"Steel, you did what Jim asked, and he did what he thought was necessary to stop Dread and the ultralinks. What happened wasn't your fault."

"Yeah, my dad would be grateful to you for what you have done for me. I know I am." Max said agreeing with her mother.

"Max, I'm sorry Forge and I never told you about what happened to your father." Molly apologized to her daughter. "After we lost him, and we thought that Steel was gone, I was afraid the ultralinks would come for you too. So I did the only thing I could do, I ran and I never wanted you to know what happened because I was afraid you would end up like your father. But, now I couldn't be any more proud that you did."

"You and me both, Molly." Forge said joining them. "Of course, we never suspected Miles to do something like this. We did some digging and found that Miles was indeed the CEO in the shadows of THI. Now that he's gone, we need someone else taking care of things on that front." Forge said turning to Molly. "In the meantime, you two should get home. It's been a long night, for all of us, and you two need to rest. You have a long day coming for you tomorrow."

Molly drove them all home. Steel could tell that both he and Max were sore and definitely exhausted, but he also knew that she must feel a lot better knowing what really happened to her father. He knew he did, especially since he was starting to remember things, even if it was only in fragments.

As Max and Steel got ready for bed, Max once again looked at the mobile, and the stars painted on her ceiling. Steel saw a small build up in her chest and latched on to absorb it. This time, Max didn't put a fuss about him doing it. All she did was say thank you.

"I still don't remember much before linking with you, Max, but I think as along as we work together, we will find more about your father and about me."

"I know. Right now, I'm just glad to know what really happened, and that the one who killed my dad is finally gone." Max said laying down.

"You seem to be a little uneasy about what we did tonight." Steel said referring to the fact that she

"Just that I was so stupid to think that Miles would have done what he told me for years he had done the night my dad died. He told me that he tried to save my father, but by the time he got to him it was too late. Finding out what really happened, it kind of makes me feel a little boiled. But, he's gone now, and Dad can now rest in peace knowing that Dread will never be able to help the ultralinks again." Max explained.

"That's true. Of course, the ultralinks are still out there and they will be coming for us and for Earth." Steel answered.

"Then it's a good thing you and I are going to be getting stronger every day." Max answered smiling at him.

"That is true." Steel replied. "Right now, we should get some rest, we have a long day ahead of us tomorrow."

"Good night Steel." Max said pulling the covers over her.

"Good night Max." Steel replied settling down close to her.

In the weeks following their big fight with Dread, Steel and Max had found out a lot about their capabilities, including another TURBO mode, strength mode. Of course, in trying to keep Copper Canyon safe, Max and Steel had made it into the public's eye and started calling themselves Max Steel. Unfortunately, they had also made a few enemies. One of them being a former worker under Molly's watch at THI. After a stunt of trying to poison everyone in the building, Max and Steel were able to stop him, but he had escaped and in doing so, was mutated into a villain who went by the name Tox-Zan. And as far as Max and Steel were concerned, Tox-Zan was a bit off his rocker. Especially with his rather unsettling habit of talking to a plastic goldfish he called Fishy.

He and Max did feel good knowing that the city trusted them for the city's protection, but Forge warned them that they had to be careful. That being in the highlights can be dangerous, for them and for those all around them. Steel could tell that Max was doing her best to stay out of the cameras, that all she was trying to do was help, but sometimes, people just got too curious. Today, they had just stopped a robbery and were now on their way to school.

"Do you think Uncle Farris is going to find out about our little detour this morning?" Max asked Steel as she entered the school building.

"Not as long he doesn't turn on the news." Steel answered.

"I'm serious Steel. If we can't stay out of spotlight, someone is really going to get hurt."

"I know you are, I'm just trying to help you think a little more positive." Steel replied. "Worrying about it isn't going to change anything."

"You're right, I'm sorry. It's just, I can't shake this feeling that something bad is going to happen soon and I'm scared that I won't be able to do anything to stop it." Max answered.

"If anything does happen, Max, you don't have to do it alone. I'm here for you."

"I know, and I'm glad you are." Max answered. "To change the subject, have you had any luck remembering anything from before that night we saw?"

"Not so far, but I'm working on it." Steel answered feeling a wave of frustration. "I still don't remember where I'm from, how I met your father, or how he invented the TURBO energy he apparently passed down to you."

"Well, don't try too hard. We'll figure it out soon enough." Max said as she met up with Carter and Kendra.

As Steel sat quietly in her backpack, he kept trying to remember anything from his past. Recalling the events from the night Jim died, he remembered something Dread had said about how Jim had trusted him. But trusted him with what, other than with watching over his daughter? Steel suddenly received a message from Forge and let Max know that Forge wanted to see them. Max managed to slip away from her friends and they quickly made their way to N-Tech. Of course, when they got there, Berto had a little surprise for them, a holobot that Steel had to admit did seem like it would come in handy at some point. But the reason Forge had called them to tell them that their adoring public was getting to close to them for comfort.

Steel could feel Max's anxiety building, seeing the buildup of TURBO energy inside her. He quickly absorbed it before it got too bad.

"Uncle Farris, I have been trying to stay out of the spotlight, I really have. And it's not like I've been asking for all the attention. I'm just trying to help." Max explained.

"And I understand that kid, but this is getting out of hand. Sooner or later, someone is going to come looking for Max Steel. What if they track you to your house, or those close to you? Do you understand how serious this is?" Forge told her sympathizing with her.

"I do, I'll do better, I promise." Max promised.

After meeting with Forge, Max and Steel made their way back to school just in time for final period. Max still seemed pretty bothered about what Forge had told her. As they were leaving, Max got a text message from Kendra, inviting her dinner with her family. Max texted her mother asking her if it was okay, and soon received permission. Max then texted Kendra back saying she would be there. Max then brought herself and Steel up to N-Tech for training.

Steel was still detecting how uneasy Max was. Whatever it was that was eating at her really seemed to get under her skin. But the good news was she was able to stay focused enough that they didn't take a beating during training. But Steel still felt pretty bad that he didn't seem to be much help in easing her mind about whatever was bothering her. Max kept saying that she was fine, but the way she was gradually building up TURBO energy throughout the day told him that she was not okay.

When they got home, Max let Steel absorb the TURBO energy she had built up from stressing out and he said that maybe dinner with Kendra's family was probably a good idea.

"It'll give you a chance to get away from all the stresses you've been dealing with lately." He reasoned with her. "Spending sometime in a calmer environment will probably help you calm down."

"You're right, Steel." Max agreed. "I'm sorry, I know I've been worked up, I just can't shake this feeling I've had that something bad is going to happen."

"Max, if anything does happen, I'm here to help you and we've done pretty good at protecting this city so far. I think we can handle whatever comes our way." Steel said trying to help her feel better.

Max smiled and sat down to get her homework done. Steel hovered watching her do her algebra. Every so often he would try and correct her but she would say she needed to solve this on her own, that she didn't want to cheat. Max gave him her videogame console to keep him busy while she did that. Finally, she finished and she got ready for dinner with Kendra and her family. As usual, Steel stayed in her backpack and Max was able to bring him with her so that they didn't have to risk being separated.

As Max and Steel made the trip to Kendra's place, Steel started to pick up on her uneasy feelings too. What if she was right and something bad was about to happen? But Steel had to stay positive, if Max was going to calm down, he needed to stay calm too. When they got to Kendra's Max did not seem all that surprised that her family seemed as strange, if not more so, as Kendra. Though, she did seem a little uncomfortable with them constantly telling her about her aura or how they could sense how she was feeling through it. When Max could sneak looks at him, she would have a look on her face that said, 'What was I thinking?'. Steel had to agree that Kendra and her family were a little weird, but maybe this change of scenery would help get her mind off things.

Though Steel had to admit, living in a campground wasn't really what he had in mind for a place to have dinner. Not long into dinner however, Steel sensed something coming not far away.

"Max, we need to get Kendra and her family out of here." He told her through their link.

"Why, what's going on?" she asked trying not to let Kendra or her family hear her.

"Something's heading this way and it is not friendly." Steel answered.

"I'll do what I can, think you can buy us time?" she asked.

"I'll do what I can." Steel answered.

Max did have a bit of a difficult time getting Kendra and her family to leave, but Steel was able to buy them enough time for her to convince them to get out of the site. Max was able to meet up with him before whatever was coming caught up with them. Steel wrapped Max in their TURBO armor just in the nick of time. But what showed up was someone they thought that they wouldn't have to worry about again.

"Dread?" Max said in shock. "But you were,"

"Oh, I assure you I am quite alive and better than ever." Dread grinned at them. "What do you say we pick up where we left off? You do remember this, don't you?" Dread said making a grab for Max with his energy syphoning claw.

Steel and Max managed to dodge him before he could get his claw on them, but Dread was giving them a work out.

"You know Maxy, when you and your mother first came back, I wasn't sure if you had yet started generating TURBO energy. Not until that little monster woke up." Dread said as they continued to fight it out. "But now that I have you, you belong to me."

"I'm flattered that you think so highly of me, but I'm afraid you're not my type." Max snapped. "You remember what happened last time don't you? How I overloaded you with TURBO energy?"

Dread got a grab on them when he pinned them to the ground. "There won't be a repeat of that performance my dear." Dread laughed as he started syphoning their energy. "I've made some modifications since our last encounter. Now there's no such thing as too much TURBO energy."

Max was able to get Dread off them and they put some distance between them and Dread. "So, what do we do?" Steel asked.

"Well, we can't overload him, but he can't drain our energy if he can't get a hold of us either." Max said aloud. Steel could feel her vitals racing as she tried to come up with a plan. "I guess one thing we should do is call for back up."

"Right, already done." Steel said as he sent a distress signal to N-Tech. "Now what?"

"We buy ourselves sometime until back-up gets here." Max answered. "Ready to play a game of hide and don't get caught?"

"Ready when you are." Steel answered.

Max did seem to know what she was doing, until Dread got a hold of them again mid-flight. Max switched them to strength mode and was able to shake him off, but Dread was only getting stronger.

"Max, use the TURBO-range." Steel suggested.

"Why, it won't hurt him."

"Who said anything about him?" Steel said pointing to the cliff just above where Dread was standing.

"Got it." Max charged him up and gave a good throw to the rocks above him.

"You missed Max." Dread taunted her.

"Did she?" Steel said as he released the charge and cased the cliff to crumble on top of Dread, diminishing his energy levels.

"Think he's down for the count this time?" Max asked.

In answer to her question, Dread burst from the rock pile. "Ah, all out of ammo, are you?" He taunted. "Fortunately for me, I have tons." Dread declared gesturing to Kendra's family in their van coming up the road.

"No!" Max yelled as Dread blasted the bridge in front of them.

"It's your choice Max, you can stop me, or you can save them." Dread said taking off.

Steel knew that with Max it was no contest. Immediately, she launched them to the back of the van and using their strength mode to keep them from falling over the edge. Unfortunately, Dread was gone by the time they were able to get them safely back up on what was left of the bridge.

"Don't worry Max, we'll get him next time." Steel reassured her.

Just as Kendra and her family were coming out, N-Tech arrived on the scene. Max and Steel told them what happened and Forge got everyone ready for the cleanup.

"Who are these people?" Forge asked looking at Kendra and her family.

"These are innocent civilians that got caught in the cross fire. And it would mean a lot to me if you could make sure that they get home safely." Max answered hiding who she was from her friends.

Forge nodded and then ordered them back to base. Max and Steel made the flight home, and the entire way there, Steel could sense how uneasy Max was.

"Max,"

"I can't believe Dread is back. And what's worse, he knows that Max Steel is Max McGrath." Max said with her voice shaking. "Which means sooner or later, he's going to get the upper hand on me one way or another."

"And we'll deal with that when it comes down to it." Steel answered. "Right now, it's been a long night and we both need rest. Dread syphoned a lot of us."

"Yeah, he definitely got his pound of TURBO energy." Max answered. "But he won't have as much luck next time."

"That's the spirit." Steel said as they arrived back at their house.

As they went to bed, Steel felt another memory coming through.

 _Steel was watching Jim in the basement as he continued to work on the mobile for Max's room._

 _"_ _You know, you could have this done faster if you would let me help." Steel said._

 _"_ _I know that, but as they say, when something is made, it's worth as much as the effort put in. I want this to mean a lot to Max."_

 _Finally, the mobile was finished and Jim brought up to the nursery where Molly sat in the rocker with baby Max. Jim hung the mobile on the ceiling below all the stars he had painted._

 _"_ _It's beautiful Jim." Molly said as she continued to rock Max._

 _Max smiled up at her father and wrapped her tiny hand around his fingers. "Max thinks so too." Jim answered._

 _"_ _You daughter is lucky to have a family like you."_

 _"_ _Your part of this family too, Steel." Molly said touching him. "Max is gonna need you as much as she'll need us."_

 _"_ _She's right." Jim said smiling at his partner. "Families stick together, no matter what."_

The memory ended and Steel saw Max sitting on her bed crying.

"Max, are you okay?" Steel asked concerned seeing her in tears.

"No, it's okay, I'm fine." Max answered wiping her eyes. "It's just seeing my dad, all of us together as a family like that, it's just"

"I know. I'm sorry I can't tell you much about your father now, but we'll figure it out together."

"And we'll find out about you together too." Max promised as she laid down. "After all, family stick together, no matter what."


	3. Chapter 3

Chapter 3

Max wasn't sure what was harder, trying to hide that she was Max Steel from her friends, or trying to get answers about everything she and Steel were trying to figure out from her Uncle Farris. It seemed like every time they got close, one way or another, he would shut them out. So far, what they had found, or believe they found was that Steel was ultralink, like the ones they had been fighting for months now, and that there was another Max Steel before them. Not only that, but apparently, N-Tech had an ulterior mission that they were in no hurry to share with them. Max and Steel were getting rapidly frustrated with N-Tech not telling them anything about what they wanted to know, and so many times now they had cut corners, or had to go through back channels to find even a hint to what it was they were searching for. But it seemed that the more they dug, more questions they found.

But in that time, they had also found several new TURBO Modes. Scuba, Stealth, Speed, and Cannon, all of which Steel had unlocked, it seemed, in their worst situations. But, as far as Max was concerned, better late than never. Tonight, Max was debating with Steel about revealing to Carter that she was Max Steel.

"Max, don't get me wrong, I like Carter, but what he does know can hurt him." Steel warned her.

"I know, but not knowing could hurt our relationship. Carter is not just some guy I have a crush on, he's one of my closest friends, he's someone I trust." Max said as she paced her room deciding how she was going to do it.

"I'm not going to talk you out of this, am I?" Steel asked sounding defeated.

"Doubt it." Max answered.

"Didn't think so." Steel said admitting defeat.

"Then it's decided, tomorrow, I tell Carter that Max McGrath is actually Max Steel." Max said laying down to go to bed.

The next day, Max invited Carter to the Smoothie Slope and hinted that she had something she needed to tell him. But, if she was being honest, she was nervous about telling him. Not because of the risk of him knowing, but because she was afraid he wouldn't believe her, or he would, and not want to see her again. But, Max felt that he deserved to know the truth. At last, Carter met up with her and Max took deep breathes preparing herself for this moment.

"You said you had something you wanted to tell me?" Carter said as he met up with her.

"Yes, but it's really important that you not tell anyone." Max said getting up and leading Carter to the back of the smoothie joint.

"You're not going to propose to me, are you?" Carter laughed.

"No, it's not that." Max said feeling her hands start to shake with what she was about to do.

"You better be ready for this, Max, because one you tell him, there's no going back." Steel warned her through their link.

"Yes, I know." Max hissed.

"You know, what?" Carter asked.

"No, that's not what I meant." Max corrected herself. "Look, Carter, what I wanted to tell you was," Max took a deep breath and opened her backpack, letting Steel out for Carter to see.

"Whoa, is that, no way." Carter said seeing him.

"Yes, it is." Max answered. "Carter, the truth is, I'm Max Steel." Max said feeling both a huge weight being lifted off her shoulders, but also like a huge rock had dropped in her stomach.

Carter just stood there with a look of shock and disbelief on his face. Max felt her pulse race, anxious to see what Carter would do next. What did he think about all this? Did he believe her? Would he ever want to see her again knowing this? Next thing Max knew, Carter was throwing his arms around her in a hug.

"That is so cool!" he said swinging her around in excitement. "Show me what you can do!" he said when he finally put her down.

"You got it." Max said as she and Steel linked up and transformed into Flight Mode.

She offered Carter her arm and he draped his over her shoulder, allowing her to get a hold around him as they took off. As they flew out of Coper Canyon, Max felt a sense of relief knowing that Carter now knew that she was Max Steel. Carter certainly seemed to be happy to know now too. As they flew over the desert, Max and Steel both explained to Carter what made Max Steel Max Steel. How their TURBO modes worked, where her powers came from and about N-Tech. Unfortunately, Carter did ask some of the questions that Max and Steel were still in the dark on, so they couldn't really tell him much when it came to that. But, at least they were having a good time and at least Max didn't have to hide from Carter anymore.

Unfortunately, their time was cut short when out of nowhere, a fireball narrowly missed Max and Carter. Much to Max's horror, Elementor, a fusion of the four Elementors into one being, was attacking.

"Friend of yours?" Carter asked seeing him.

"Just the opposite." Steel answered.

Max and Steel flew as fast as they could, but Elementor was gaining on them fast.

'Of times for him to pick a fight with us.' Max thought frustrated. "Steel, you've gotta get Carter out of here." Max said to her partner.

"What, no!" Steel answered. "Max, I'm supposed to protect you!"

"And we have to protect Carter, and we can't have him here while we fight Elementor."

"But Max,"

"Look, don't argue. I'll be fine." Max stopped him. "Just lock me in flight mode and get Carter out of here. I'll hold him off and we'll join back up once Carter is safe."

They spotted a cave. They flew in, buying them a few seconds for her and Steel to split and for Steel and Carter to get away. Max flew out getting Elementor's attention.

"You want me, come and get me." Max said flying further out into the desert.

Max tried as hard as she could to keep some distance between her and Elementor, but Elementor caught up with her rather quickly. Soon, she found herself cornered in a crevice cut in a cliff.

"Nowhere to run, Max Stell!" Elementor said when he caught up with her.

"Who needs to run when I can fly?" Max said bursting up into the sky.

With a sharp turn, she was able to push a large boulder over on top of Elementor.

"That's the way the canyon crumbles." She laughed hoping that would buy her some time.

But, she saw that had spoken too soon. "No, this is!" Elementor said hurling a horde of blouders in her direction.

Max did her best to dodge, but one boulder clipped her from the right and sent spiraling to the ground. The landing was hard, but Max quickly got up and tried to take off again, but she found herself pinned by another boulder.

"It's over, Max Steel." Elementor said knocking her lights out.

When Max regained consciousness, she tried to look around, but there was hardly any light, and she couldn't move. When her eyes adjusted, she saw that she was deep inside a cave, with her being restrained to one of the stalagmites. She kept fighting to pull herself free, but the restraints were rock solid, literally. Elementor soon appeared again, carrying some strange device.

"Prepare to become part of us, Max Steel." Elementor said charging it.

"No!" Max pleaded.

The device activated, sending a strong pulse through her body. As much as it was hurting her, she didn't feel it absorbing her into Elementor. After what seemed like forever the device shut off, and Max was just grateful that she at least had a moment to breathe and try to figure a way to get herself out of there.

'At least Carter is safe.' She thought as she was looking for a way out. Out of nowhere, she saw Steel appear to her.

"Steel, am I glad to see you." She said quietly.

"I told you we should have stayed together." Steel told her.

But just as they were about to link up, Steel was swept away from her in a strong gust of wind.

"No!" Max called out for him

"Of course, no wonder the fusion didn't work." Elementor said grabbing Steel. "We need the ultralink with the human in order for the fusion to take place." He said coming back for Max.

"Hey ugly!" Max heard Carter yell.

She turned her head to see him hurling a large rock at him. Max was horrified to see Carter was still there. Elementor gave chase to Carter, and Max started fighting harder to get free. Carter got to high ground and leaped on top of Elementor and smashed a rock into the orbs in Elementor's forehead. Elementor gave a shriek of pain and threw Carter off in doing so. Max finally broke her restraints and flew to catch Carter before he could hit the ground.

"Nice catch." Carter said when they landed.

"No problem." Max answered thankful her face plate hid her blush. "I thought I told you to get him out of here." Max said turning to Steel when he met up with them.

"I tried, but he's as stubborn as you." Steel answered.

"Friends don't leave friends behind, Max." Carter said taking her hand.

Elementor turned his attention to them again. Switching to strength mode, Max told Carter to hide. Max and Steel were able to hold their own for a moment, but Elementor had home field advantage. Just as it looked like they were done for, Cytro swooped in and pulled them out of the way of a fire blast heading for them.

"Mind if I crash this party?" Berto's voice came through.

"Thanks for the back-up, Berto." Steel answered.

"Came as quick as I could after I got your message, Steel." Berto answered. "Though, I didn't know you gave me directions to Elementor's home address."

"Long story." Max answered.

"N-Tech's on their way." Berto said dispensing the TURBO blaster.

Before Steel could link in, however, Elementor literally knocked Cytro's lights out and Max was knocked off her feet. Before she could get up again, Elementor had her pinned.

"Now, the fusion." He said activating the device.

Again, a strong pulse shot through their body. And again, as much as it was hurting the both of them, there was no fusion between them and Elementor. Thankfully, Carter was as fast a think as much as he was brave. He threw another rock, hitting Elementor in the links. Using that moment of distraction, he was able to throw Max and Steel the TURBO blaster. Elementor again tried to use the device on them, but Max and Steel, just as quickly, were able to activate the blaster, causing the two beams of energy to meet. The energy from the device was gaining ground.

"We need more power, Max, or we're done for!" Steel warned her.

"I'll give it all I got." Max said straining to generate more TURBO energy.

That burst was enough to destroy the device and blew Elementor away. Unfortunately, the explosion left Carter unconscious.

"Steel, please tell me he's okay." Max pleaded as Steel scanned him over.

"That blast had so many beta particles and ionic distortions, there's telling how it may have affected him." Said Steel. "It may have mutated his blood stream, metamorphosed his DNA, or,"

"Max Steel?" Carter said waking up cutting him off. "What happened, and why am I here? For that matter, where is here?"

"Or it may have simply wiped out his short-term memory." Steel finished.

"You're kidding?" Max said feeling let down and agitated.

"Max?" she turned hearing Jefferson come in.

"Jefferson, is Elementor,"

"Gone, disappeared like the wind as soon as we showed up." Jefferson answered. "Who is this?" he asked seeing Carter.

"This is, a citizen." Max answered. "And it would mean a lot to me if you could make sure that he gets home safely."

"Sure thing." Jefferson said leading Carter away.

"Citizen, thank you, for saving my life." Max said before Carter had gotten far.

"What, I saved Max Steel?" Carter said surprised. "The guys at school are never going to believe this." He said walking off with Jefferson.

"Does this mean we have to tell him who we are all over again?" Steel asked sounding concerned.

"Nah, let's hold off on that." Max answered as they linked up and switched to flight mode. "You were right, Steel, what he does know can hurt him."

"That's my girl." Steel said as they flew home.

If she was being honest, she wished Carter did still remember that she Max Steel. That would mean he wouldn't have to keep lying to him, but for now, it was probably best he didn't know the truth. After seeing that he was willing to put himself in danger for her even though she was the one who was supposed to be protecting him, it was best he didn't know that Max McGrath was Max Steel.

After a few weeks, Max soon began to question if being Max Steel was helping her at all, especially as far as her school work was concerned. Today, her science teacher, Mr. Thornhill was threating her, saying that if she didn't get her grades up, he was not only going to flunk her, but see that she was expelled from school entirely. Kendra and Carter did give her a sense of hope with the science fair, with it being 50% of their grade. That was until they told her they were due that day. And it only got worse when Mr. Thornhill basically ransacked her backpack and found Steel hiding in her lunchbox. Max wasn't sure what scarier, her not having a real project ready, or Mr. Thornhill having Steel.

That night, Max was able to sneak into his classroom to link up with Steel. But she wasn't sure what to do now, without a project, she was going to fail. She wasn't sure how, but she convinced Steel to stay just until the science fair was over.

"Wait, what am I supposed to be?" Steel asked before she left.

"I don't know, I'm sure you'll figure something out." She said jumping back through the window and running home.

The next day, at the science fair, she went searching for Steel. "Where are you, buddy?" she asked through their link.

"Up here, behind the curtain." Steel answered.

Max found him behind the curtain and they linked up. "What happened to you, Steel? What are you doing back here?"

"I don't know." Steel answered. "Mr. Thornhill just put me here after probing at me for hours last night."

"I'm sorry, you were right, this was a bad idea." Max answered. "Let's get you out of here." She said as she turned to leave, but Mr. Thornhill stopped her and told her to wait down with all the others.

Max was sure that she had failed for sure if Thornhill hadn't even put up her 'project' for display. But she got quite a surprise when Thornhill had chosen her as the winner of the science fair but neither she nor Steel were very happy with what he thought Steel was.

"For your fully automated lunchbox warmer." Thornhill announced.

"He's gonna kill me." Max said aloud.

"Yep." Steel answered through their link.

After the science fair was over, Max went to find Steel, but he was gone. She found Mr. Thornhill and pleaded with to give her Steel back, only to find out that he had sold him to some anonymous buyer for her 'project'. Max ran out and tried to catch the guys before they took off, but it was too late. Her only option now was to go to N-Tech for their help to find Steel. By the time she had gotten there, she only had 30 minutes before TURBO energy reached critical mass. They were able to track down Steel, unfortunately, he was with an old not so friendly. Extroyer, a human that had some way or another ended up with an ultralink embedded in his body, had him linked in with his ultralink and was using him to further his transformation powers.

Now Extroyer was trying to tear their jet apart, and with Max struggling to keep her TURBO energy contained, they were running out of time. Forge and Max confronted Extroyer on the hull with Forge keeping Extroyer distracted while Max scaled the ugly beast as fast as she could to get to Steel.

"Steel, it's okay, I'm here." Max said as she worked to pry Steel loose of the contraption Extroyer had used to link him in.

She was able to get him free, keeping him from Extroyer, however was a different story. Forge was able to make Extroyer lose his grip on him, but in doing so, sent Steel over the edge of the jet. Ax, not entirely thinking, jumped after him. When she reached him, she got a hold of his hand.

"Thanks for jumping after me, but you do know I have a hover feature." Steel reminded her.

"Right, sorry," Max answered. She felt herself about to go critical.

"Hang on, I got it." Steel said linking with her, absorbing the TURBO energy that she had built up. "You must have really been worried about me."

"I was, because I was afraid I was going to lose you." Max answered. "I was losing my mind at the thought of never seeing you again."

"Ah, you do love me." Steel teased her.

"Steel, maybe we should stop ourselves from hitting the ground." Max hinting that they were still falling.

"Right." Steel answered activating their armor and locking it in place. Unfortunately, Extroyer cut their reunion short catching up with them in the free fall and pulling Steel of her chest plate. But Max wasn't about to let Steel go again. She and Extroyer tussled over him for a minute.

"Let go, Max Steel, or it'll be both of us going out." Extroyer demanded.

"If that's what it comes to, then fine, but I'm not letting him go, never again." Max said keeping her grip on her best friend.

"You're even crazier than I thought, Max Steel." Extroyer said letting go and transforming into a spider.

Max and Steel linked up in time to change into flight mode with just enough time to stop them both from crashing landing a bed of rock. Extroyer was driven off, and Max and Steel went home after a long day. Both were exhausted, but both agreed that they couldn't be happier to be together again. Max had to admit, she had learned a hard lesson that day, and Steel said he learned something too.

"What's that?" Max asked.

"That I'm not the only one looking out for us. You were there for me today, and I appreciate that."

"You say it's your job to protect me, well it's my job to protect you." Max answered as she laid down to go to sleep.

Following that incident, Max and Steel saw that their training at N-Tech was getting more and more intense. And both Max and Steel were getting more and more desperate for answers. At point, Steel thought he could hypnotize Berto into telling them everything they wanted to know. And while he didn't know about ultrlinks, somehow, he did know about a new mode, Cannon mode, which proved to be a huge advantage to them in their next run in with Elementor. But it still left them wondering where Steel came from, what had her father been working on, who was the other Max Steel, and what was N-Tech's true mission?

At one point, they did uncover N-Tech's network of transmitters, but they still had no idea what it was for. And they again found out that no one at N-tech was in a hurry to tell them anything. But one day, after months of digging, Forge finally pulled them aside, and said he was ready to tell them everything. But before he could even tell them, they were alerted to a breach in the network of transmitters. Forge revealed to them that the transmitters were there to protect the earth, but they weren't told from what. No with Dread ready to launch an all-out missile strike to take them down.

By the time they got to the launch site, Dread was ready to arm and launch them. Max and Steel, along side N-Tech, were able to stop Dread from launching them, but only for so long. Dread succeeded in launching his missiles, but Max and Steel were not ready to call it quits just yet.

"Dread made a critical mistake, he left his launch key behind." Steel said looking at the panel. "With a powerful enough energy surge, we can use it as a guidance system to blast out those missiles on their own flight path."

"No, it's too risky." Forge said.

"If we don't do this, then the transmitters will go down and the Earth will be vulnerable." Max answered. "It's a risk we have to take."

"Ready?" Steel asked linking up with her."

"Ready as I'll ever be." Max answered.

Max generated as much TURBO energy as she could, but it still wasn't enough. Steel also started to use his own reserves to make up the difference, much to Max's horror.

"Steel, no!" Max said trying to stop him. "You need those reserves to survive."

"You just don't want to share credit with me for helping you save the world." Steel teased her.

But together, they were able to complete the surge and the TURBO energy was sent on its path after the missiles.

"Steel, we did it." Max said feeling drained. She looked over and saw Steel unresponsive beside her. "No, Steel, you can't be gone. Come buddy, say something." She pleaded feeling her eyes getting wet.

"Something." She heard Steel reply weakly.

"Oh, buddy, you're okay." Max said so happy to see him okay.

"Yeah, we did it." Steel said as Max linked him with her.

But just as it seemed link things were finally looking up, all their hopes about stopping Dread and keeping the Earth safe were dashed in an instant. One by one, the missiles self-destructed and Max's TURBO energy took out the transmitters. No sooner had the transmitters been taken out, then they were seeing what looked to be space ships entering Earth's atmosphere. But the biggest shock that came to Max and Steel was Forge telling them that it was Steel's people on that ship, he was one of them, ultralinks alos known as Makino. Back at N-Tech, Steel, feeling rather upset about finding out what he was, confronted Forge about why he hadn't told him.

"When you reactivated, we had no way of knowing if you would return to your original Makino programming. Telling you was a risk I wasn't willing to take." Forge answered.

"Well, you've told me, are you worried?" Steel demanded.

"Should I be?"

"You've lost my trust, Forge Farris." Steel said heading for the debriefing room.

Max felt like she was being pulled in two directions. She wanted to trust her uncle, but she didn't want Steel to think she was choosing her uncle over him.

'Talk about a rock in a hard place.' She thought as she caught up with him in the debriefing room.

As they learned more about the Makino battleship, their attention was drawn to their surveillance of the invasion and saw that they were deploying the ground troops. Max watched in awe as the ultralinks bonded with hosts such as weapons, bones, machines, anything they could get themselves around.

"Whoa, they're just like us, Steel." Max breathed.

"They're nothing like us, Max." Steel replied.

Max had to admit that he was right. If Steel was anything like those other ultralinks, he would have absorbed her a long time ago just like they were, instead, she and him shared a symbiotic link that allowed him to act as a conduit that put the TURBO energy she generated to use. And he was trusted by her father to protect her from the ultralinks. Steel may have come from them, but he was not one of them. Everyone soon rushed back to take on the invading forces of the Makino. Max could sense that Steel was still pretty upset, but she didn't want to push it. Not when they seriously needed to keep their head on the fight going on in front of them. As they did their best to offer support from the ground, Forge called them and ordered them to meet him in the drop zone.

Knowing her uncle, it meant he was about to do something crazy. Confirming her suspicions, she and Steel were able to catch her uncle as he was free falling from his destroyed jet. He then told them they needed to get through the force-field surrounding the battleship. And they were going to need Steel to do it. With Steel liked into Max, they were able to pass through the defense shield with relative ease. Once they were inside the ship, Max and Steel still had questions they needed to know.

"Let's walk and talk." Forge said leading them on. "Makino is an conquering class of aliens that are designed to absorb and destroy other planets. Your father and Steel put a stop to their plans to do the same to Earth."

"But I thought Steel was evil?" Max asked not meaning for it to sound the way it did.

"Let's just say your father changed his mind."

"But how? My dad was a scientist." Max asked still confused.

"No." Forge answered "Your father was the other Max Steel."

Max and Steel again were shocked to learn all this. "But why didn't you tell us all this before?" Max asked feeling her head spinning.

"I promised your father I would look after you. You bonding with Steel was never part of that plan." Forge answered. "When Steel reactivated, we had no way of knowing if he would revert back to his original programing or what you two would be capable of. We still don't know."

Max and Steel looked at each other, and she could sense he felt the same confusion and overwhelming shock of knowing that not only did Steel know and work with her father, but the two of them together had been the original Max Steel. But she knew that they couldn't let it get to them, not yet. They still needed to take the ship and right now, they needed to destroy the ship's shield generators to do it. When they reached the generator, they were blind-sided by Dread.

Max and Steel fought back as hard as they could with Forge helping, but Dread was getting stronger each time he got close to Max and Steel. At one point, when he cornered them, he tore Steel from Max's chest plate and tried to talk him into joining up with the Makino again.

"Steel, don't listen to him." Forge yelled for him as he pulled Dread away.

Max and Steel linked up again and tried to get Dread away from Forge, but Dread was just too strong.

"Max, I have a plan. You're just gonna have to trust me." He told her through their link. "I'm taking control of the body." Steel explained.

"I do trust you, I just hope you know what you're doing." Max answered surrendering control to Steel.

"I am N-BERO AXSTEEL X377. I am an Omega class Bio-parasitic warrior." Steel said as he started walking them closer to Dread. "I have heard your words, Miles Dread, and have chosen to be on the right side of history, with you. I embrace my heritage, Lord Makino, and am now yours to command Miles Dread."

As scared as she was with what Steel was doing, she had to trust him. She stayed quiet and let Steel do what he thought was best.

"No!" Forge yelled grabbing hold of their arm. "I was afraid of this, Max! Steel has turned on us."

Max could feel the same stab of pain that Steel undoubtly felt now. Forge didn't trust Steel enough to know him better than that. It hurt her to throw him off them, but in this instant, it worked in their favor to convince Dread that Steel was on his side. But before Dread could make his next move, Steel switched to cannon mode and knocked Dread into the shield generator.

"Dread's evil TURBO energy has a negative charge, the reverse polarity should cause the entire system to overload." Steel said as they made their way to the escape hatch.

"Hey, Steel, I'm sorry I doubted you." Forge tried to apologize.

But Steel didn't seem to believe him, and if Max was being honest, she wasn't sure if she would believe him either. But her doubt was dashed when they were attacked from behind by a giant bug and Forge pushed Steel and her out of the way, down the escape hatch and out the ship. Max and Steel switched to flight mode and they met up with her mother and the other N-Tech agents. As happy as she was to see her mother was okay, she still felt like her heart was ripped out, her uncle was gone. And Max couldn't get her voice to work to say where Forge was.

"He sacrificed himself, for me, after I told him he didn't care." Steel answered with guilt in his voice.

Max felt guilty too, for believing that Forge couldn't care for Steel being what he was, or for doubting what she meant to him. Max felt her tears stinging her eyes as they slid down her face.

"I'm not cleaning that up." She heard from behind them.

Her heart leapt with joy hearing her Uncle Farris. Steel was the first to reach him and hugged him.

"You made it, and there's not a scratch on you." Max said touching her uncle's shoulder, only to have him when she touched him.

"That's no entirely true." He answered showing everyone that he was missing his left arm.

Thankfully, Berto was able to build him a new arm that connected to his brain and would work as good as his real arm. Of course, it would take time for it to learn to communicate with his brain first. Of course, Max still had one question she wanted to know.

"Mom," she said turning to her mother. "How did my father meet Steel?" she asked. Out of the corner of her eye, she saw her uncle shake his head, telling her no. "What, are we still keeping secrets, even after the Makino have been taken down?"

"Taken down?" Kat asked in shock.

"Yeah, we destroyed the mother ship, so," Max answered.

"Max, that wasn't the mother ship." Jefferson said darkly. "It was an advance ship."

"To lay the ground work for when the mother ship does arrive." Kat finished.

And things only got more overwhelming when Berto stepped in with his two cents. "This new power source Kat picked up is no joke, I can't quite tell what it is, but it rivals Max's TURBO energy."

Max felt her legs go weak. "I need to sit down." She sighed slumping by her uncle's bed.

"Me too, and I don't even have legs." Steel said laying down next to her.

Max felt her head pounding and spinning hearing that the real fight was only just beginning. She wasn't sure how much more she had in her, but she was sure of one thing, that she was grateful that she didn't have to fight it alone. She was grateful for Steel, for her mother, her uncle and all of N-Tech, for them all to be there for them to face the threat together.


End file.
